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HomeMy WebLinkAboutAgenda Packets - 2015/12/28CITY OF MOUNDS VIEW CITY COUNCIL MEETING AGENDA MOUNDS VIEW CITY HALL Monday, December 28, 2015 7:00 p.m. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL: Flaherty, Gunn, Hull, Meehlhause, Mueller 4. APPROVAL OF AGENDA 5. PUBLIC INPUT: Citizens may speak to issues not on tonight’s agenda. Before speaking, please give your full name and address for the minutes. Also, please limit your comments to three minutes. 6. SPECIAL ORDER OF BUSINESS 7. COUNCIL BUSINESS A. Resolution 8498 Approving a Lease Agreement Renewal with Dippin Chocolate, LLC, for Use of Kitchen Space in the Mounds View Community Center B. Resolution 8497 Approving Consultant Services Agreement with Greater Metropolitan Housing Corporation for Housing Resource Center Services in 2016 8. CONSENT AGENDA - None 9. JUST AND CORRECT CLAIMS - None 10. APPROVAL OF MINUTES – None 11. REPORTS A. Reports of Mayor and Council B. Reports of Staff C. Reports of City Attorney 12. Next Council Work Session: Monday, January 4, 2016, at 7pm Next Council Meeting: Monday, January 11, 2016, at 7pm 13. RECESS INTO CLOSED EXECUTIVE SESSION Item No: Item 07A Meeting Date: Dec 28, 2015 Type of Business: CB City of Mounds View Staff Report To: Honorable Mayor and City Council From: James Ericson, City Administrator Item Title/Subject: Resolution 8498, Approving a Lease Agreement Renewal with Dippin Chocolate, LLC, for Use of Kitchen Space in the Mounds View Community Center Introduction The business known as Dippin Chocolate, LLC, has requested approval to renew their lease for the commercial kitchen space at the Mounds View Community Center in 2016. Dippin Chocolate has been leasing space for the last year without incident. City policy dictates that only licensed caterers shall be able to rent out or use the kitchen. The business has such a license. Discussion Staff originally brought this request to the Council’s attention in November of 2014 and asked if it would be amenable to a limited lease agreement with the entity. As it was explained, the business would not be preparing food or cooking within the space, and at most would likely use the dishwasher for cleaning serving equipment used off-site. It was communicated to the business that any such lease would be non-exclusive and their usage could not interfere with or disrupt existing tenant’s usage or other scheduled events, to which the business is agreeable. According to staff at the Community Center, there have been no conflicts and the business has been good to work with. The business will be required to provide proof of updated insurance, provide an annual payment, and provide proof of current County licensure as a condition of usage. No right of entry would be permitted after hours and no keys would be provided to the business. Usage of the space would be paid on an hourly basis in a manner consistent with policies and procedures already in place. Recommendation Staff recommends that the City Council consider the attached lease agreement renewal with Dippin Chocolate, LLC, for use of the kitchen space at the Mounds View Community Center, to extend through December 31, 2016. Resolution 8498 is attached for your authorization if so desired. Respectfully submitted, ________________________ James Ericson City Administrator RESOLUTION NO. 8498 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION APPROVING A LEASE AGREEMENT WITH DIPPIN CHOCOLATE, LLC, FOR USE OF THE COMMERCIAL KITCHEN SPACE AT THE MOUNDS VIEW COMMUNITY CENTER WHEREAS, Dippin Chocolate, LLC, desires to lease kitchen space at the Mounds View Community Center (“MVCC”) beginning January 1, 2016; and, WHEREAS, the commercial kitchen space at the MVCC is available for hourly rental by licensed food caterers; and, WHEREAS, Dippin Chocolate, LLC, is currently licensed as a food caterer through Ramsey County; and, WHEREAS, the City Council has reviewed the attached Lease Agreement and agrees to renew said lease with Dippin Chocolate, LLC, on a non-exclusive basis, as described and as stipulated therein. NOW, THEREFORE BE IT RESOLVED THAT the Mounds View City Council does hereby approve the non-exclusive Lease Agreement with Dippin Chocolate, LLC, for one year, beginning January 1, 2016, at the annual rate of $300, plus additional cost of $67 per hour or fraction thereof. Adopted this 28th day of December, 2015. _______________________________ Joe Flaherty, Mayor ATTEST: _______________________________ James Ericson, City Administrator (seal) LEASE AGREEMENT By and Between City of Mounds View, And Dippin Chocolate, LLC 1 416585v5 SJR MU210-35 LEASE AGREEMENT This Lease is made effective as of January 1, 2016, by and between the City of Mounds View, a Minnesota municipal corporation (“Landlord”), and Dippin Chocolate, LLC, a Minnesota limited liability company ("Tenant"). DATA SHEET The legal significance of the terms set forth in this Data Sheet is governed by references to such terms in the remainder of this Lease. • BUILDING. That certain building situated on the following described real estate: Commonly known as MOUNDS VIEW COMMUNITY CENTER • PREMISES. That space in the Building, as designated on Exhibit A as “the Kitchen” annexed hereto. The street address of the Premises is 5394 Edgewood Drive in the City of Mounds View. • LANDLORD: City of Mounds View, 2401 County Road 10, Mounds View, MN 55112. • TENANT: Dippin Chocolate, LLC, 2661 Scotland Ct, #107, Mounds View, MN, 55112. 1. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the term and upon the conditions hereinafter provided, the Premises described in the Data Sheet. 2. TERM: The Term of this Lease shall commence on the 1st day of January, 2016, and shall terminate on the 31st day of December, unless earlier terminated as hereinafter provided. 3. RENT: Tenant agrees to pay Landlord, at 2401 County Road 10, Mounds View, MN 55112, or such other place as Landlord may from time to time designate in writing, an annual rent in the amount of $300, due on or before January 1, 2016, and $67 per hour or fraction thereof, for actual use of the Premises, payable in a manner consistent with present policy and procedure. 2 416585v5 SJR MU210-35 4. USE OF PREMISES: Tenant will have non-exclusive access to use the Premises solely for kitchen purposes as outlined herein during the Building’s normal hours of operation. Tenant will not use or occupy the Premises for any unlawful purpose, and will comply with all present and future laws, ordinances, regulations and orders of all governmental units having jurisdiction over the Premises. Tenant will not use or occupy the Premises for overnight accommodations. Tenant shall not cause or permit any unusual noise, vibrations, odors or nuisance in or about the Premises and the Building and grounds nor shall Tenant permit any debris, property or merchandise of Tenant, its officers, employees or agents to be placed or left upon the grounds; and Tenant, its officers and employees shall observe all reasonable rules and regulations adopted by Landlord for the general safety, comfort and convenience of Landlord, Tenant and other Tenants. Use of the Premises by the tenant shall be predicated upon providing proof of a valid Food Caterers License issued by Ramsey County. In the event Tenant shall cause or permit any unusual noise, odor or nuisance or the storage of any debris, property or merchandise of Tenant, its officers, employees or agents, in or about the Premises, the Building or grounds in violation of the terms of this Section, landlord shall be entitled to take any steps it deems reasonably necessary to correct or remove such violation and Tenant shall pay Landlord, as additional rent hereunder, all costs and expenses incurred in such correction or removal including all costs and expenses incurred in ascertaining which Tenant is responsible for such violation. Landlord disclaims any warranty that the Premises are suitable for Tenant's use and Tenant acknowledges that it has had a full opportunity to make its own determination in this regard. Landlord warrants, to the best of its knowledge, that the building is in compliance with the Americans with Disabilities Act (ADA). In the event that the premises is found not to be in compliance, Landlord shall be responsible for all construction or alteration of the premises to render the premises in compliance with ADA. Tenant will not conduct or permit to be conducted any activity, or place any equipment in or about the Premises, which will in any way increase the rate of fire insurance or other insurance on the building; and if any increase in the rate of fire insurance or other insurance is stated by any insurance company or by the applicable Insurance Rating Bureau to be due to activity or equipment of Tenant in or about the Premises, such statement shall be conclusive evidence that such increase in such rate is due to such activity or equipment and, as a result thereof, Tenant shall be liable for such increase and shall reimburse Landlord therefore and, further, shall discontinue or cause the discontinuance of such conduct or shall remove such equipment upon Landlord's demand made at any time thereafter. Tenant shall not install, use, generate, store or dispose of in or about the Premises any hazardous substance, toxic chemical, pollutant or other material regulated by the Comprehensive Environmental Response, Compensation and Liability Act of 1985 or the Minnesota Environmental Response and Liability Act or any similar law or regulation, including without limitation any material containing asbestos, PCB, CFC or HCFC (collectively "Hazardous Materials") without Landlord's written approval of each Hazardous Material. Landlord shall not unreasonably withhold 3 416585v5 SJR MU210-35 its approval of use by Tenant of immaterial quantities of Hazardous Materials customarily used in business operations so long as Tenant uses such Hazardous Materials in accordance with all applicable laws. Upon expiration or termination of this Lease Tenant shall remove all Hazardous Materials installed, used, stored or disposed of in the Premises by Tenant. Tenant shall indemnify, defend and hold Landlord harmless from and against any claim, damage or expense arising out of Tenant's installation, use, generation, storage, or disposal of any Hazardous Materials, regardless of whether Landlord has approved the activity. 5. ASSIGNMENT AND SUBLETTING: Tenant will not assign, transfer, mortgage or encumber this Lease or sublet or rent or franchise or permit occupancy or use of the Premises, or any part thereof by any third party; nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise, (any of the foregoing being hereinafter referred to as an "Assignment") without in each such case obtaining the prior written consent of Landlord, which consent shall be subject to Landlord’s sole discretion. The consent by Landlord to any Assignment shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any transferee under an Assignment constitute an acceptance of the Assignment or a waiver or release of Tenant or any transferee of any covenant or obligation contained in this Lease, nor shall any Assignment be construed to relieve Tenant from the requirement of obtaining the consent in writing of Landlord to any further Assignment. In conjunction with any requested assignment of this Lease, Landlord may require Tenant to execute a reaffirmation of Tenant’s liability hereunder, with waiver of defenses based solely on suretyship. If, at any time during the Term of this Lease, Tenant (and/or the guarantor, if any) is: (i) a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to participate in the election or appointment of the directors, trustees, or other persons exercising like functions and managing the affairs of Tenant, or (ii) a partnership, limited liability company or association or otherwise not a natural person (and is not a corporation or a trust) and there shall occur any change in the identity of any of the persons who then are members of such partnership or association or who comprise Tenant, such change shall be deemed to be an Assignment. This Section shall not apply if Tenant (and/or guarantor, if any) named herein is a corporation and the outstanding voting stock thereof is listed on a recognized national securities exchange. Whether or not Landlord has consented to assignment or sublease, Tenant shall pay directly to Landlord the amount by which the rent or other payments received by Tenant pursuant to such assignment or sublease exceeds, in any month, the Rent and additional rent payable by Tenant to Landlord Hereunder. 4 416585v5 SJR MU210-35 6. MAINTENANCE AND REPAIRS: Tenant agrees to keep, maintain and repair the Premises and the fixtures and equipment therein in first class, properly functioning, safe, orderly and sanitary condition, will make all necessary replacements thereto, will suffer no waste or injury thereto, and will at the expiration or other termination of the Term of this Lease, surrender the same with all improvements in the same order and condition in which they were on the commencement date of this lease, or in such better condition as they may hereafter be put, excepting ordinary wear and tear as well as casualty damage to the extent such casualty damage is covered by insurance excepted. Notwithstanding anything apparently to the contrary in this Section, any cost of repairs or improvements to the Building, to the Premises or to any common areas which are occasioned by the negligence or default of Tenant, its officers, employees, agents or invitees, or by requirements of law, ordinance or other governmental directive and which arise out of the nature of Tenant's use and occupancy of the Premises or the installations of Tenant in the Premises shall be paid for by Tenant. 7. ALTERATIONS; SIGNS; EQUIPMENT; MOVING: Tenant will not make or permit anyone to make any alterations, decorations, additions or improvements, structural or otherwise, in or to the Premises or the Building without the prior written consent of Landlord. As a condition precedent to consent of Landlord hereunder, Tenant agrees to obtain and deliver to Landlord such security against mechanic's liens as Landlord shall reasonably request. If any mechanic's lien is filed against any part of the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, such mechanic's lien shall be discharged by Tenant within ten days thereafter, at Tenant's sole cost and expense, by the payment thereof or by making any deposit required by law. Regardless of whether Landlord's consent is required or obtained hereunder: (i) all alterations shall be made in accordance with applicable laws, codes and insurance guidelines, and shall be performed in a good and workmanlike manner, (ii) if the construction or installation of Tenant's alterations or fixtures causes any labor disturbance, Tenant shall immediately take any action necessary to end such labor disturbance, and (iii) Tenant shall furnish to Landlord as-built plans in such format as Landlord may reasonably require. All alterations, which become permanent fixtures to the Premises shall become the property of Landlord upon expiration of the Term and shall remain upon and be surrendered with the Premises as a part thereof without disturbance or injury, unless Landlord requires specific items thereof to be removed by Tenant at Tenant's sole expense, in which event Tenant shall do so prior to the expiration of the Term at its expense, and shall repair any damage caused thereby. Tenant shall not place or maintain any sign, advertisement or notice on any part of the outside of the Premises or the building. Tenant shall not install any equipment containing Hazardous Materials nor any equipment which will or may necessitate any changes, replacements or additions to, or in the use of, the heating, ventilating or air-conditioning system, or other building system of the Premises or the Building without first obtaining the prior written consent of Landlord. Equipment belonging to Tenant which causes noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenant in the Building shall be installed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices 5 416585v5 SJR MU210-35 sufficient to eliminate noise and vibration. Landlord shall have the right at any time to limit the weight and prescribe the position of safes, concentrated filing systems and other heavy equipment or fixtures. All moving of furniture, equipment and other material shall be done under the direct control and supervision of Landlord who shall, however, not be responsible for any damage to or charges for moving the same unless damage is the direct result of Landlord’s sole and gross negligence. Any and all damage or injury to the premises or the Building caused by moving the property of Tenant in or out of the Premises, or due to the same being on the Premises, shall be repaired by, and at the sole cost of, Tenant. No deliveries or pickups shall be left unattended at the loading dock. 8. RIGHT OF ENTRY: Landlord will not provide Tenant keys to the Premises or permit unrestricted access of any means; entry to Premises shall be limited to ordinary hours of Building operation, as posted, at times pre-determined to not cause a conflict with other tenants or scheduled events. Landlord shall use reasonable efforts to not unreasonably interfere with the conduct of Tenant's business, but Landlord shall in no event be liable to Tenant for any damages in connection with such limited entry or access. Landlord reserves the right to impose such reasonable security restrictions in the common areas as it deems appropriate from time to time. 9. SERVICES AND UTILITIES: Landlord agrees to pay all charges for utility services to the Premises during the term of this Lease including, but not limited to, gas, electric, sewer, water, sprinkler alarm system, security systems and rubbish removal. Tenant shall not commit waste or use any of the utilities in excess of ordinary and reasonable use. 10. PROTECTION FROM SUBROGATION: Anything in this Lease to the contrary notwithstanding, neither Landlord nor Tenant shall be liable to the other for any business interruption or any loss or damage to property or injury to or death of persons occurring on the Premises or the adjoining properties, mall areas, sidewalks, streets or alleys, or in any manner growing out of or connected with Tenant’s use and occupation of the Premises, or the condition thereof or of mall areas, sidewalks, streets or alleys adjoining, caused by the negligence or other fault of Landlord, or Tenant or of their respective agents, employees, subtenants, licensees or assignees to the extent that such business interruption or loss or damage to property or injury to or death of person is covered by or indemnified by proceeds received from insurance carried by other party (regardless of whether such insurance is payable to or protects Landlord or Tenant or both) or for which such party is otherwise reimbursed; and Landlord and Tenant each hereby respectively waive all rights of recovery against the other, its agents, employees, subtenants, licensees and assignees, for any such loss or damage to property or injury to or death of persons to the extent the same is covered or indemnified by proceeds received from any such insurance, or for which reimbursement is otherwise received. Landlord’s and Tenant’s respective policies of insurance shall each contain a waiver of subrogation provision incorporating the above covenant and providing that the insurance shall not be invalidated by the insured’s written waiver 6 416585v5 SJR MU210-35 prior to a loss of any or all right of recovery against any party for any insured loss. It is expressly understood that Landlord shall not be liable to Tenant for any damages incurred by the latter as a result of the above and foregoing events; save and except as to any such damages caused by the willful or wanton conduct of Landlord, its agents or employees, provided such damages are not recoverable by Tenant pursuant to the insurance policies required to be provided by Tenant under this Lease or otherwise. 11. WAIVER AND INDEMNITY: Notwithstanding anything apparently to the contrary in this Lease, Landlord and its partners, officers and employees and property manager shall not be liable to Tenant, and Tenant hereby releases such parties from all damage, compensation or claims from any cause other than the intentional misconduct of Landlord or its partners, officers or employees or property manager arising from: loss or damage to personal property or trade fixtures in the Premises including books, records, files, computer equipment, computer data, money, securities, negotiable instruments or other papers; lost business or other consequential damage arising out of interruption in the use of the Premises; and any criminal act by any person other than Landlord or its partners, officers or employees. Furthermore, Tenant agrees that Landlord, its officers, agents, partners, and employees shall not be liable to Tenant or those claiming through or under Tenant for any injury, death or property damage occurring in, on or about the Premises, the Building or grounds. Tenant agrees to indemnify, defend and hold Landlord and its partners, officers and employees and property manager harmless from and against any claim, loss or expense arising out of injury, death or property loss or damage occurring by reason of Tenant’s use of the Premises, except only to the extent caused by the negligent act or intentional misconduct of Landlord or its partners, officers or employees or property manager. Nothing in this Lease shall constitute a waiver or limitation of the Landlord’s immunities or limitations on liability as set forth in Minnesota Statutes, Chapter 466. 12. INSURANCE: Tenant agrees to purchase, in advance, and to carry in full force and effect the following insurance: (a) "All risk" property insurance covering the full replacement value of all of Tenant's leasehold improvements, trade fixtures and personal property within the Premises. Landlord shall be named as loss payee under all such policies. (b) Commercial general liability insurance, providing coverage on an "occurrence" rather than a "claims made" basis, which policy shall include coverage for Bodily Injury, Property Damage, Personal Injury, Contractual Liability (applying to this Lease), and Independent Contractors, in current Insurance Services Office form or other form which provides coverage at least as broad. Tenant shall maintain a combined policy limit of at least $2,000,000 aggregate $1,000,000 per occurrence applying to Bodily Injury, Property Damage and Personal Injury, which limit may be satisfied by Tenant's basic policy, or by the basic policy in combination with umbrella or excess policies so long as the coverage is at least as broad as that required herein. 7 416585v5 SJR MU210-35 Such liability for property damage and fire legal liability shall not be less than $500,000.00 Such liability, umbrella and/or excess policies may be subject to aggregate limits so long as the aggregate limits have not at any pertinent time been reduced to less than the policy limit stated above, and provided further that any umbrella or excess policy provides coverage from the point that such aggregate limits in the basic policy become reduced or exhausted. Landlord shall be named as additional insured under all such policies. At least ten (10) days prior to entry by Tenant on the Premises, Tenant shall deliver to Landlord evidence that the insurance required by this Lease is in full force and effect. At least thirty (30) days prior to expiration of any such coverage, Tenant shall deliver evidence that the coverage in question will be renewed or replaced upon expiration. Such evidence of insurance shall be in writing signed by a party authorized to bind the insurer, authorize Landlord to rely thereon, and shall contain sufficient information to enable Landlord to determine whether Tenant's insurance complies with the requirements of this Lease. Upon request, Tenant shall also furnish insurer-certified copies of all pertinent policies. All polices used to provide the coverage required by this Lease shall (i) be endorsed to require the insurer to provide at least thirty (30) days’ notice to Landlord prior to cancellation or non-renewal, and (ii) be issued by financially sound companies having an A.M. Best Company rating of at least A:VII. 13. FIRE OR OTHER CASUALTY: If the Premises or the Building shall be damaged by fire or other cause Landlord shall at its option either (a) undertake to restore such damage with all due diligence, or (b) in the event the Premises or the Building are damaged by fire or other cause to such extent that damage cannot, in Landlord's sole judgment, be economically repaired within 90 days after the date of such damage (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company and using normal construction methods without overtime or other premium), terminate this Lease, by notice given to Tenant within 60 days after the date of the damage. Any termination hereunder by reason of damage to the Premises shall be effective as of the date of the damage. Any termination by reason of damage to the Building but not the Premises shall be effective as of the date notice is given. If Landlord elects to restore, Landlord shall not be obligated to restore any improvements in the Premises which were not owned and constructed by Landlord. Upon substantial completion by Landlord of its work, Tenant shall undertake to restore its leasehold improvements and trade fixtures with all due diligence. This Lease shall, unless terminated by Landlord, remain in full force and effect following such damage, and, in the case of damage to the Premises, the Rent, prorated to the extent that the Premises are rendered untenantable, shall be equitably abated until such repairs are completed; provided, however, that if Tenant does not restore its leasehold improvements and trade fixtures with due diligence, abatement shall cease as of the date restoration could have been completed using due diligence. 14. CONDEMNATION: If the whole or any substantial part of the Premises shall be taken or condemned or purchased under threat of condemnation by any governmental authority, then the Term of this Lease shall cease and terminate as of the date when the interference with the possession, enjoyment or value of the Premises occurs and Tenant shall have no claim against the condemning authority, Landlord or otherwise, for any portion of the amount that may be awarded as damages as a result of such taking or condemnation or for the value of any unexpired Term of the Lease, provided, however, that 8 416585v5 SJR MU210-35 landlord shall not be entitled to any separate award made to Tenant for loss of business, relocation costs or the value of the cost of removal of stock and trade fixtures and any such award is hereby condemned to the extent that it cannot, in Landlord's sole judgment, be economically restored within a reasonable time, Landlord shall have the option by notice given to Tenant within 30 days after the date of interference with possession, to terminate this Lease as of the date of such interference with possession. 15. DEFAULT: Any one of the following events shall constitute an Event of Default: (i) Tenant shall fail to pay any annual installment of Rent as herein provided, or Tenant shall fail to pay for any hourly usage of the Premises within Fifteen (15) days of being invoiced; (ii) Tenant shall violate or fail to perform any of the other conditions, covenants or agreements herein made by Tenant and such default shall continue for 30 days after notice from Landlord; provided, however, that if the nature of such default is such that Tenant can cure the default, but not within fifteen (15) days, then the Event of Default shall be suspended for a period not in excess of thirty (30) additional days so long as Tenant commences cure within fifteen (15) days and thereafter diligently and continuously prosecutes the curing of the default, and so long as continuation of the default does not create material risk to the Building or to persons using the Building; (iii) Tenant shall file or have filed against it or any guarantor of this Lease any bankruptcy or other creditor's action, or make an assignment for the benefit of its creditors. If an Event of Default shall have occurred and be continuing, Landlord may at its sole option by written notice to Tenant terminate this Lease. Neither the passage of time after the occurrence of the Event of Default nor exercise by Landlord of any other remedy with regard to such Event of Default shall limit Landlord's rights. If an Event of Default shall have occurred and be continuing, whether or not Landlord elects to terminate this Lease, Landlord may enter upon and repossess the Premises (said repossession being hereinafter referred to as "Repossession") by force, summary proceedings, ejectment or otherwise, and may remove Tenant and all other persons and property therefrom. No termination of this Lease shall relieve Tenant of its liabilities and obligations under this Lease, all of which shall survive any such termination or Repossession. In the event of any such termination or Repossession, Tenant shall pay to Landlord the Rent and other sums and charges to be paid by Tenant up to the time of such termination or Repossession In addition to all other remedies of Landlord, Landlord shall be entitled to reimbursement upon demand of all reasonable attorneys fees incurred by Landlord in connection with any Event of Default. 9 416585v5 SJR MU210-35 Landlord shall in no event be considered to be in default of Landlord's obligations hereunder until the expiration of a reasonable time after notice of default from Tenant. 16. SUBORDINATION: For the purposes of this Section, the term "Mortgage" shall mean at any time, any mortgage of record now or hereafter placed against the Building, any increase, amendment, extension, refinancing or recasting of a Mortgage and, in the case of a sale or lease and leaseback by Landlord of all or any part of the Building, the lease creating the leaseback. For the purposes hereof, a Mortgage shall be deemed to continue in effect after foreclosure thereof until expiration of the period of redemption therefrom. This Lease is subject and subordinate to the lien of any Mortgage which may now or hereafter encumber the Building or any development of which the Building is a part. In confirmation of such subordination, Tenant shall, at Landlord's request from time to time, promptly execute any certificate or other document requested by the holder of the Mortgage. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any Mortgage, Tenant shall immediately and automatically attorn to the purchaser at such foreclosure sale, as the landlord under this Lease, and Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Neither the holder of the Mortgage (whether it acquires title by foreclosure or by deed in lieu thereof) nor any purchaser at foreclosure sale shall be liable for any act or omission of Landlord occurring prior to date of acquisition of title, nor subject to any offsets or defenses which Tenant might have against Landlord nor bound by any prepayment by Tenant of more than one month's installment of Rent nor by any modification of this Lease made subsequent to the granting of the Mortgage unless consented to by the holder of the Mortgage. Notwithstanding anything to the contrary in this Section, so long as Tenant is not in default under this Lease, this Lease shall remain in full force and effect and the holder of the Mortgage and any purchaser at foreclosure sale thereof shall not disturb Tenant's possession hereunder. 17. SALE OR MORTGAGE OF THE BUILDING: In the event of a sale of the Building, Landlord shall be relieved of all liability under this Lease accruing from and after the date of sale provided Landlord has obtained the written agreement of its transferee or assignee to assume and carry out all of the covenants and obligations of the Landlord hereunder. The Tenant agrees at any time and from time to time, upon not less than ten days prior written request by Landlord, to execute, acknowledge and deliver to Landlord a statement in writing certifying that the Lease is not modified (or modified, stating the modification) that the Lease is in full force and affect, stating the dates to which the Rent has been paid in advance and stating whether the Landlord is in default hereunder. It is intended that any such statement may be relied upon by any prospective purchaser of the fee or mortgagee or assignee of any mortgage upon the Building or real estate. 10 416585v5 SJR MU210-35 18. WAIVER: One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval of either party to or of any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. The failure or delay on the part of either party to enforce or exercise at any time any of the provisions, rights or remedies in this Lease shall in no way be construed to be a waiver thereof, nor in any way to affect the validity of this Lease or any part thereof, or the right of the party to thereafter enforce each and every such provision, right or remedy. 19. RULES AND REGULATIONS: Tenant shall use the Premises and the common areas of the Building in accordance with the terms of this Lease and such additional rules and regulations as may from time to time be reasonably made by Landlord for the general safety, comfort and convenience of the Landlord, occupants and tenants of the Building, and Tenant shall use its best efforts to cause Tenant's customers, employees and invitees to abide by such rules and regulations. Landlord shall in no event be responsible to Tenant for enforcement of such rules and regulations against other tenants. These Rules and Regulations shall be in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the covenants and conditions of any lease of the Premises. If any provision of these rules and regulations conflicts with any provision of the Lease, the terms of the Lease shall prevail. 20. COVENANT OF QUIET ENJOYMENT: Landlord covenants that it has the right to make this Lease for the term aforesaid and covenants that if Tenant shall pay the rent and perform all of the covenants, terms and conditions of this Lease to be performed by Tenant, Tenant shall, during the Term hereby created, freely, peaceably and quietly occupy and enjoy the full possession of the Premises. 21. NO REPRESENTATIONS BY LANDLORD: Neither Landlord nor any agent or employee of Landlord has made any representations or promises with respect to the Premises or the Building except as herein expressly set forth, and no right, privileges, easements or licenses are acquired by Tenant except as herein expressly set forth. No exhibit attached to this Lease nor any other materials provided by Landlord shall constitute a warranty or agreement as to the configuration of the Building or the occupants thereof. Landlord reserves the right from time to time to modify the Building, including common areas, appurtenances and rentable areas, without in any case reducing the obligations of Tenant hereunder. Tenant has no right to light or air over any premises adjoining the Building. Tenant, by taking possession of the Premises, shall accept the same "as is" except as expressly provided in this Lease and such taking of possession shall be conclusive evidence that the Premises and the Building are in good and satisfactory condition at the time of such taking of possession. In addition to and without limitation of the immediately preceding sentence, Tenant agrees that it is leasing the Premises on an "AS IS", "WHERE IS" and "WITH ALL FAULTS" basis, based upon its own judgment, and hereby disclaims any reliance upon any statement or representation whatsoever made by Landlord. LANDLORD MAKES NO WARRANTY WITH RESPECT TO THE PREMISES, THE BUILDING OR ANY 11 416585v5 SJR MU210-35 PART THEREOF, EXPRESS OR IMPLIED, AND LANDLORD SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PREMISES, THE BUILDING OR ANY PART THEREOF. 22. NOTICES: All notices or other communications hereunder shall be in writing and shall be effective if hand delivered or sent by registered or certified first-class mail, postage prepaid, or by overnight express service which maintains confirmation of delivery, (i) if to Landlord at Landlord Address set forth in the Data Sheet, and (ii) if to Tenant, at the Premises, unless notice of a change of address is given pursuant to the provisions of this Section. The day notice is given by mail shall be deemed to be the day following the day of mailing. If acceptance is refused, as evidenced by the records of the Postal Service or overnight delivery service, notice shall be deemed given on the date acceptance is refused. 23. SURRENDER; HOLDING OVER: Upon the expiration of this Lease or the earlier termination of Tenant's right to possession, Tenant shall immediately vacate the Premises, remove all of its property therefrom and leave the Premises in the condition required by this Lease. Any property not removed shall be deemed abandoned, and Tenant shall be liable for all costs of removal and Tenant shall indemnify, defend and hold Landlord harmless from any cost or liability due to disposition of any property in the Premises in which a person other than Tenant has an interest. Should Tenant fail to surrender the Premises in the condition required by the Lease, Landlord shall be entitled to take whatever steps may, in Landlord’s sole discretion, be required to restore the Premises to said condition and Tenant agrees that it shall pay to Landlord all costs incurred by Landlord in so restoring the premises. Should Tenant continue to occupy the Premises, or any part thereof, after the expiration or termination of the Term, whether with or without the consent of Landlord, such tenancy shall be from month to month and Tenant shall pay Landlord the (i) the rent last in effect plus 3 percent, for the first six months of any such period of holding over and (ii) following such six month holdover period rent shall continue until a new rental rate is agreed upon. 24. LANDLORD REPRESENTATIONS: Landlord agrees to be bound by the terms and conditions of this Lease. 25. MISCELLANEOUS: (a) The captions in this Lease are for convenience only and are not a part of this Lease. (b) If more than one person or entity shall sign this Lease as Tenant, the obligations set forth herein shall be deemed joint and several obligations of each such party. 12 416585v5 SJR MU210-35 (c) Time is of the essence. (d) If any provision of this Lease is invalid or unenforceable to any extent, then such provision and the remainder of this Lease shall continue in effect and be enforceable to the fullest extent permitted by law. (e) This Lease contains the entire agreement of the parties hereto with respect to the Premises and Building. This Lease may be modified only by a writing executed and delivered by both parties. (f) Nothing contained in this Lease shall be deemed or construed to create a partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between the parties other than that of landlord and tenant. (g) This Lease shall be binding upon and inure to the benefit of the parties hereto and, subject to the restrictions and limitations herein contained, their respective heirs, successors and assigns. (h) This is governed by and shall be construed according to the laws of the State of Minnesota. 26. TAX COMPLIANCE AND STATUS OF PREMISES: It is the intention of the parties hereto that nothing contained in this Lease or through the performance of this Lease shall any change occur in the tax status of the Premises that existed prior to the entering into of this Lease and that in lieu of each clause, term or provision of this Lease that is illegal, invalid, unenforceable, or not in compliance with property tax requirements, there be added as part of this Lease a clause, term, provision, or requirement similar to such illegal, invalid or unenforceable clause, term, provision, or property tax requirement as may be possible and would be legal, valid, and enforceable, to retain the property tax status of the Premises that existed prior to the entering into of this Lease. In the event that the property tax status for the Premises is changed by any taxing jurisdiction and cannot be returned to the tax status that existed prior to the entering into of this Lease by modification of the terms of this Lease, the Tenant shall be responsible for any tax payments or payments in lieu of taxes should the Premises, or a portion thereof, be deemed taxable property for any reason by any taxing jurisdiction as a result of this Lease or the use being made thereof of the Premises, and the Tenant shall immediately remit any required payments to the appropriate taxing jurisdiction. 27. [INTENTIONALLY BLANK] 28. ADDITIONAL HAZARDS: Tenant covenants and agrees that it will not do or permit anything to be done in or upon the Premises or bring in anything or keep anything therein which shall cause the cancellation of Landlord’s insurance policies, or increase the rate of insurance, on the Building, above the standard rate on said premises and buildings as rental property for similar uses. Tenant further agrees that in the event it shall do anything to so increase the insurance rate, Tenant shall promptly pay to Landlord 13 416585v5 SJR MU210-35 on demand any such increase resulting therefrom, which shall be due and payable as “additional rent” hereunder. At Tenant’s request, Landlord shall make available for Tenant’s inspection during regular business hours, all documents pertaining to Landlord’s calculation of Tenant’s “additional rent” required under this section. Said “additional rent” shall be due and payable as billed by Landlord. 29. INVALIDATION OF PARTICULAR PROVISIONS: If any clause, term or provision of this Lease, or the application thereof to any person or circumstance shall to any extent, be invalid, unenforceable, or not in compliance with state bond financed property requirements as set forth in Paragraph 30, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. It is the intention of the parties hereto that in lieu of each clause, term or provision of this Lease that is illegal, invalid, unenforceable, or not in compliance with state bond financed property requirements, there be added as part of this Lease a clause, term, provision, or state bond financed property requirement similar to such illegal, invalid or unenforceable clause, term, provision, or state bond financed property requirement as may be possible and would be legal, valid, and enforceable. 30. STATE BOND FINANCE PROPERTY ACKNOWLEDGEMENT AND COMPLIANCE: The Landlord and Tenant acknowledge that funding for a portion of the Premises was obtained through a grant from the State of Minnesota’s Department of Children, Families and Learning, and as such, the Premises is considered state bond financed property. Landlord states and Tenant, to the best of its knowledge, without inquiry agrees that the following requirements contained within this Lease are included to satisfy the state bond finance property requirements of Minnesota Statutes Section 16A.695 for Use Agreements, to comply with the requirements contained in the G.O. Compliance statutes, and pursuant to the Commissioner’s Order. (a) ENTITY STATUS. The Landlord is defined as a public entity organized as a charter city pursuant to Minnesota Statutes Chapter 410, and is thus, a Minnesota municipal corporation. (b) DEMISED PREMISES OWNERSHIP. The Premises is owned solely and completely by the Landlord, the City of Mounds View. (c) AGREEMENT AUTHORITY. The Landlord has entered into this Lease with the Tenant pursuant to Minnesota Statutes Section 471.15 and the City of Mounds View Municipal Charter and Municipal Code. (d) GOVERNMENTAL PROGRAM. This Lease is (i) being executed and entered into to carry out a Governmental Program, (ii) such Governmental Program is the City of Mounds View Parks and Recreation Program, including the operation of the Community Center and its accompanying facilities, as well as the parks within the City and general recreational programming 14 416585v5 SJR MU210-35 within the City; and (iii) such Governmental Program constitutes the Mounds View Parks and Recreation Program and is authorized pursuant to Municipal Charter Section 6.02, Subdivision 1, Municipal Code Section 106.05 and Chapter 405, and Minnesota Statutes Section 471.15. (e) GOVERNMENTAL PROGRAM OVERSIGHT. The Landlord has accepted financing through a Government Bonding Program. If required by the State for compliance purposes, Tenant will provide the State the right to inspect and audit Tenant’s books and records for its operations at the Premises, with each such review to show the program budget, revenues and expenses. (f) TERM OF THE USE AGREEMENT. As the Premises consists of land and buildings, the term of this Lease as provided herein relating to the building and improvements, and including all renewals which are solely at the option the Tenant, is for a period of time which is less then 50% of the useful life of the Premises. (g) TERMINATION OF THE USE AGREEMENT. This Lease allows for termination by the Landlord, pursuant to Section 13.2, in the event of default hereunder by the Tenant. The termination of this Lease is also allowed by the Landlord, pursuant to Section 16.13, in the event that the Governmental Program is terminated or changed. (h) COST OF OPERATION OF THE FACILITY (“PREMISES”). The Landlord possesses specific statutory authority pursuant to Minnesota Statutes Section 471.15, the City’s Municipal Charter Section 6.02, Subdivision 1, and the City’s Municipal Code Section 106.05 and Chapter 405, to expend monies to operate and maintain the Premises. (i) RECEIPT OF MONIES/COMPLIANCE WITH TAX CODE. It is contemplated and understood by the parties to this Lease that the Landlord’s operation of the Premises is in compliance with the tax code. (j) SALE OF THE FACILITY (PREMISES). (i) This Lease is free of any provisions which would require the Landlord to sell the Premises for an amount less than the fair market value if it is to be sold to a non-public entity. (ii) This Lease is free of any provisions which would allow the Landlord to sell the facility (Premises) without the Landlord first determining, by official action, that the Premises is no longer usable or needed to carry out the Governmental Program. (iii) This Lease is free of any provisions which would require the Landlord to sell the Premises without first obtaining the written consent of the Commissioner of Finance, pursuant to Minn. Statutes Section 16A. 695, Subdivision 3, and the Commissioner’s Order. 15 416585v5 SJR MU210-35 (iv) This Lease is free of any provisions which would cause the matter of distribution of the proceeds of the sale of the Premises, which is not provided for nor contemplated in this Lease, to violate the provisions contained in the G.O. Compliance Bill and the Commissioner’s Order (Minn. Statutes Section 16A.693, Subdivision 3 and the Commissioner’s Order). (v) This Lease contains no provisions concerning the sale of the Premises or the termination of the Governmental Program. Dippin Chocolate, LLC, as Tenant of the Building and Premises herein, hereby agrees to the terms of this Lease. DIPPIN CHOCOLATE, LLC By: ______________________________ Its: The City of Mounds View, as Landlord of the Building and Premises herein, hereby agrees to the terms of this Lease. CITY OF MOUNDS VIEW By: Joe Flaherty Its: Mayor By: ___________________________ James Ericson Its: City Administrator 16 416585v5 SJR MU210-35 EXHIBIT A BUILDING: “The Mounds View Community Center” PREMISES: “The Kitchen” Item No: 07B Meeting Date: December 28, 2015 Type of Business: CB City of Mounds View Staff Report To: Honorable Mayor and City Council From: James Ericson, City Administrator Item Title/Subject: Resolution 8497, Approving a Consultant Services Agreement with the Greater Metropolitan Housing Corporation for Housing Resource Center Services in 2016 Introduction: The City of Mounds View and its residents have benefitted from the services provided and managed by the Greater Metropolitan Housing Corporation’s Housing Resource Center (HRC) since 2001. By partnering with the Greater Metropolitan Housing Corporation (GMHC), Mounds View residents and property owners have a “one-stop-shop” access to a variety of housing improvement, efficiency loan and enhancement programs that they might not otherwise. The services offered by the HRC provide an invaluable resource for the community. Discussion: The Housing Resource Center (HRC) is a division of the Greater Metropolitan Housing Corporation (GMHC) whose stated mission is to “preserve, improve and increase affordable housing for low and moderate income families, as well as to assist communities with housing revitalization.” The HRC provides construction management consultations, program administration, provides information on a variety of relevant housing programs and coordinates and manages several grant and loan programs geared toward home improvement and renovation. In 2007, the HRC agreed to manage the City’s Housing Replacement Program’s demolition reimbursement component as part of the agreement, at no additional cost to the City. The proposed fee for the contracted service in 2016 is $2,000, which is a substantial reduction from the current fee of $10,000, due to a fall-off in activity the previous years. Beginning in 2011, the HRC coordinated the administration and underwriting of the City’s new loan programs intended to provide residents with low or no interest financing for home improvements, needed renovations, blight elimination and remediation of code violations. The fee for this additional service is $400 per loan closed plus a monthly processing fee charged by the servicer, Community Reinvestment Fund (CRF). There is presently $33,600 available in the loan pool. Recommendation: Approve Resolution 8355 which approves a consultant services agreement with the Greater Metropolitan Housing Corporation for Housing Resource Center and loan administration services in 2015. Respectfully submitted, ________________________ James Ericson City Administrator RESOLUTION 8497 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION AUTHORIZING THE EXECUTION OF THE CONSULTANT SERVICES AGREEMENT WITH THE GREATER METROPOLITAN HOUSING CORPORATION (GMHC) FOR HOUSING RESOURCE CENTER (HRC) SERVICES IN 2016 WHEREAS, the City of Mounds View desires to continue its association with the Greater Metropolitan Housing Corporation (GMHC) to provide Housing Resource Center services in 2016; and, WHEREAS, the City has partnered with GMHC to access Housing Resource Center services for Mounds View residents since 2001; and, WHEREAS, the City acknowledges the valuable benefit derived by its residents via the programs offered and managed by the Housing Resource Center; and, WHEREAS, in addition to Housing Resources Center services, GMHC has the experience and ability to provide administration and underwriting services in support of the City’s low and no-interest Home Improvement Loan program. NOW, THEREFORE FURTHER BE IT RESOLVED, that the Mounds View City Council does hereby approve the attached Consultant Services Agreement with the Greater Metropolitan Housing Corporation for Housing Resource Center services and loan administration and underwriting services in association with the City’s Home Improvement Loan program in 2016 at a cost of $2,000, and authorizes execution of said Agreement by the Mayor and City Administrator. Adopted this 28th day of December, 2015. _______________________________ Joe Flaherty, Mayor ATTEST: ______________________________ James Ericson, City Administrator (seal) CONSULTANT SERVICES AGREEMENT THIS IS AN AGREEMENT entered into the _____ day of ________, 20__, by and between the City of Mounds View, a Minnesota municipal corporation (“the City”), and GREATER METROPOLITAN HOUSING CORPORATION, a Minnesota non-profit corporation (“Consultant”). RECITALS A. The Consultant has a division called The Housing Resource Center (“HRC”). GMHC has agreed to provide certain Services through HRC (as defined below) in connection with the City’s housing program. B. The City desires to hire the Consultant to render this technical, professional, and marketing assistance in connection with housing programs in the City for the term as set forth in this Agreement. C. Consultant is willing to provide such services on the terms and conditions set forth herein. In consideration of the foregoing recitals and following terms, conditions and mutual promises contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall provide services as follows (the “Services”): a. Administer the following home improvement programs for residents of the City of Mounds View: MHFA Fix Up Fund, the Rehabilitation Loan Program and the MHFA Emergency and Accessibility Program (collectively the “MHFA Programs”) and the Mounds View Home Improvement Loan Program. For all of the above, GMHC staff shall: 1. Provide information to residents and property owners about the programs, upon request; 2. Receipt of applications from residents; 3. Process applications; 4. Close loans to qualified applicants in accordance with the applicable program; 5. Oversee the draw process for the funds, including, as necessary, reviewing draws, reviewing the progress of the work and collecting lien waivers and certificates of occupancy. Consultant may, for this purpose, rely on third- party representations and certifications. 6. Provide monthly reports about the number of loans closed and the balance in each loan program. b. Service the loans made to City residents under the Mounds View Home Improvement Loan Program: 1. Direct the Community Reinvestment Fund (“CRF”) to collect such payments pursuant to a contract dated July 2, 2000 between the Consultant and CRF (the CRF Contract). 2. Direct CRF to take such action pursuant to the CRF Contract if there is an uncured default by a borrower under a loan pursuant to an Installment Loan Program. 3. Receive all payments made by borrower to CRF. 4. Disburse all payments received by Consultants directed, in writing by the City, pursuant to the Mounds View Home Improvement Program. 5. Payment to CRF to service the loans: One-time $15.00 set-up fee per installment loan One-time $25.00 set-up fee per deferred loan Transaction fee per installment loan $6.00 per month c. Assist City residents considering rehabilitation, including property visits, meet with homeowners and potential contractors, suggest alternatives for rehabilitation to homeowners, educate homeowners on the construction bid process, assist homeowners to evaluate bids and work completed and construction progress. d. Provide housing information to City residents, including information on emergency assistance, housing rehabilitation, first time homebuyers and limited rental information; e. Assist the City in developing programs to purchase and rehabilitate homes; f. Coordinate these services out of Consultant’s Housing Resource Center, 1170 Lepak Court, Shoreview, MN 55126; and g. Have Consultant’s staff visit residences as determined necessary by Consultant. 2. Term. This Agreement shall be in full force and effect from January 1, 2016 and shall continue through December 31, 2016, unless otherwise terminated as set forth below. 3. Compensation. a. Core HRC Services: The City shall pay the Consultant Two Thousand Dollars ($2,000) within thirty days (30)days after Execution of this Agreement. b. Mounds View Home Improvement Loan Program Administration: The City shall pay the Consultant Four Hundred Dollars ($400) for each closed loan. Consultant fees will be charged to the City monthly based on the number of applications processed and closed, withdrawn or denied during the month. The Consultant shall receive compensation for administering the MHFA Programs directly from the Minnesota Housing Finance Agency and not from the City. 4. Termination. Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated as follows: a. The parties, by mutual written agreement, may terminate this Agreement at any time in which case the parties shall agree to the amount of fees payable to Consultant. b. The City may terminate this Agreement upon the breach by Consultant of any of its material covenants contained herein, where such breach shall have continued for a period of thirty (30) days following the receipt by Consultant of a written notice from the City, specifying the alleged breach; provided, however, if the nature of a non- monetary breach is such that Consultant cannot reasonably cure same in the thirty (30) day period, Consultant shall not be deemed to be in breach if it commences to cure within the thirty (30) day period, and diligently pursues same to completion within ninety (90) days following receipt by Consultant of such written notice. In the event of termination by the City hereunder, Consultant shall be entitled to fees due to the date the notice of breach is sent by the City. c. If Consultant or City (as applicable) (i) files a voluntary petition in bankruptcy (ii) files a voluntary petition for reorganization under any bankruptcy law, statute or regulation or other similar statute or regulation, (iii) is adjudicated a bankrupt, (iv) makes an assignment for the benefit of creditors or applies for or consents to the appointment of a receiver or trustee as part of or in conjunction with a “creditor plan” with respect to any substantial part of its assets, or (v) a receiver or trustee is appointed, or an attachment or execution levied with respect to any substantial part of its assets, and said appointment is not vacated, or the attachment or execution not released, within sixty (60) days, then this Agreement shall, effective as of such date, without notice or further action by either party, immediately terminate. d. Consultant may terminate this Agreement upon the breach by City of any of its material covenants contained herein, where such breach shall have continued for a period of thirty (30) days following the receipt by City of a written notice from Consultant, specifying the alleged breach; provided, however, if the nature of a non- monetary breach is such that City cannot reasonably cure same in the thirty (30) day period, City shall not be deemed to be in breach if it commences to cure within the thirty (30) day period, and diligently pursues same to completion within ninety (90) days following receipt by City of such written notice. In the event of termination by Consultant hereunder. Consultant shall be entitled to retain the entire fee under this Agreement. 5. Insurance. a. During the term of this Agreement, the Consultant shall obtain and maintain workers compensation, comprehensive general liability, and automobile liability insurance. Comprehensive general liability insurance shall have an aggregate limit of Two Million Dollars ($2,000,000.00). b. Upon request by the City, the Consultant shall provide a certificate or certificates of insurance relating to the insurance required. Such insurance secured by the Contractor shall be issued by insurance companies licensed in Minnesota. The insurance specified may be in a policy or policies of insurance, primary or excess. c. Such insurance shall be in force on the date of execution of an Agreement and shall remain continuously in force for the duration of the Agreement. 6. Indemnification. a. Notwithstanding anything to the contrary in this Agreement, the City, its officers, agents, and employees shall not be liable or responsible in any manner to the Consultant, the Consultant’s successors or assigns, the Consultant’s subcontractors, or to any other person or persons for any third party claim, demand, damage, or cause of action of any kind, nature, or character, including intentional acts, arising out of or by reason of the performance of this Agreement by Consultant. The Consultant, and the Consultant’s successors or assigns, agree to protect, defend and save the City, and its officers, agents, and employees, harmless from all third party claims, demands, damages, and causes of action, to the extent caused by the negligence or wrongful acts of Consultant, and the costs, disbursements, and expenses of defending the same, including but not limited to, attorneys fees, consulting services, and other technical, administrative or professional assistance. b. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation of any immunity or limitation on liability to which the City is entitled under Minnesota Statutes, Chapter 466, or otherwise. 7. Assignment. This Agreement shall not be assigned, sublet, or transferred, in whole or in part without the prior written approval of the City. 8. Conflict of Interest. The Independent Contractor shall use best efforts to meet all professional obligations to avoid conflicts of interest and appearances of impropriety in representation of the City. In the event of a conflict, the Independent Contractor, with the prior written consent of the City, shall arrange for suitable alternative services. 9. Compliance with Laws. The Consultant shall comply with all applicable Federal, State, and local laws, rules, ordinances, and regulations at all times and in the performance of the services pursuant to this Agreement. 10. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to: Consultant: Greater Metropolitan Housing Corporation 15 South 5th Street, Suite 710 Minneapolis, MN 55402 ATTN: Suzanne Snyder City: ATTN: City Administrator City of Mounds View 2401 County Road 10 Mounds View, MN 55112 With a copy to: Scott J. Riggs Kennedy and Graven, Chartered Suite 470, 200 South Sixth Street Minneapolis, MN 55402 Or such other address as either party may provide to the other by notice given in accordance with this provision. 11. Entire Agreement. This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between the City and the Consultant, and supersedes any other written or oral agreements between the City and the Consultant. This Agreement can only be modified in writing signed by the City and the Consultant. 12. Third Party Rights. The parties to this Agreement do not intend to confer on any third party any rights under this Agreement. 13. Counterparts. This Agreement may be signed in one or more counterparts but all of which taken together shall constitute one instrument. 14. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 15. Agreement Not Exclusive. The City retains the right to hire other housing program consultants, in the City’s sole discretion. 16. Data Practices Act Compliance. Data provided to the Consultant or created by the Consultant under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, as amended. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement on the respective dates indicated below. CITY: CITY OF MOUNDS VIEW By: Its: Mayor Date: ____________________, 20__. By: _________________________________ Its: City Administrator Date: ____________________, 20__. CONSULTANT: GREATER METROPOLITAN HOUSING CORPORATION By: Its: President Date: ____________________, 20__.